Returning home with a few choice words for Fury, and contemplating leaving government service all together while hanging out with his new friend Sam Wilson (Anthony Mackie), Captain America finds himself in the middle of the action, and a vast conspiracy, following a brazen attack on Nick Fury in broad daylight on the streets of New York and the discovery that S.H.I.E.L.D. has been infiltrated by HYDRA. Not knowing who to trust, and with the help of only Black Widow and the Falcon, he’ll also have to deal with a mysterious assassin known only as the Winter Soldier (Sebastian Stan).

The sequel brings back several familiar faces while introduces new ones as well. Along with Fury, we also get Cobie Smulders returning as Maria Hill and Agents of S.H.I.E.L.D. viewers will recognize Maximiliano Hernández reprising his role as Jasper Sitwell. Johansson is growing more and more comfortable in her role and she completely sells me on the idea of a possible Black Widow film. Stan is the most notable return as the film’s title character who is terrifically realized on film (even if the choice to drop his Soviet background makes for some head-scratching inconsistencies over the course of the film). There’s also a well-executed cameo from a villain from the first film which I won’t ruin here.

Of the new faces Mackie shines as the Falcon whose wings (like the bionic arm of the Winter Soldier) look amazing on-screen. Sadly, Emily VanCamp doesn’t fare so well as Sharon Carter. Both poorly cast and used, the character is wasted in limited screentime here and recasting is definitely in order should she return for the next film. Marvel Studios rarely makes such a bad call with their choice of actors, but the only thing that stops Sharon from being a complete distraction is her relatively small role. Robert Redford is well-cast, but you’re almost certainly going to guess Alexander Pearce‘s true motivations long before the movie decides to offer their reveal.

Translating Ed Brubacker’s famous storyline is certainly challenging, but having the man who penned the storyline available to screenwriters Christopher Markus and Stephen McFeely certainly helps. Initially I was concerned with the choice to jump into the Winter Soldier storyline in only the second film, but the Winter Soldier storyline is actually the film’s greatest strength while the HYDRA plot threads begin to fray a bit if you look at them too closely.

We don’t get anything as big as the New York invasion in the final act of The Avengers, but the action scenes showcase each of the skill-sets and abilities Black Widow, Captain America, and the Falcon bring to the table. However, two of the film’s best action sequences are so counter-productive to HYDRA’s plans (where utilizing the skills of the Winter Soldier or even doing nothing would have made far more sense) I found myself unable to enjoy them as much as I would have liked. I also had some trouble with how important a single computer chip is during the film’s climactic final act making me seriously question the intelligence of anyone working in S.H.I.E.L.D. And, as long as I’m starting to get nit-picky, I could have also done without a certain cameo and a completely unnecessary “Hail HYDRA” moment that is truly groan worthy.

Captain America: The Winter Soldier may not be the best movie Marvel Studios has put out, but (even with the issues mentioned above) I would still rank it second on the list slightly ahead of Iron Man (which falters a bit during its final act – a problem not seen here). With the exception of Sharon Carter, I can’t wait to see how the various characters introduced here continue to effect Captain America’s world on the big screen going forward. Bring on Captain America 3!

The cameo you referenced as ‘groan worthy’ really cemented for me the extent of the problem, how truly deep it had gone. Sure, hearing someone say “Hail HYDRA” may sound silly, but while the Nazis of the 1940s would have yelled it proudly with a double-arm salute, I saw the modern-day smile, hug, and whisper of ‘hail hydra’ rather sinister. Plus, when you consider who is saying it to whom, that really showed the depth of the plot. It blew me away.

Plus, he steals every cameo he does. The bit about the bad knee was hilarious.

The entire movie is mind-blowing. It simultaneously explains the very existence of the “Agents of SHIELD” TV show, while also completely throwing everything into question.